Down Time
by siberat
Summary: So, Ultra Magnus, who was minorly injured in an experiment, is ordered to take some down time, and Rodimus makes sure he has fun. Requested fic from a pal- feeding kink
1. Chapter 1

"That should do it," Ratchet said as he finished mending the larger bot's lower back and left arm. "You just need to take it easy for about a week, and then come back to let me check up on it."

"I have a lot of work to do," Ultra Magnus stated as he carefully rotated his left arm. "I don't-"

"Ah-ah!" Ratchet sharply barked at him. "Doctor's orders. You need to take it easy for a bit."

"But there's work-"

"No buts." Ratchet said as he shot an angry glance at the large, blue bot. "This place won't fall apart with you not working- contrary to what you think."

Several expressions ran across Magnus's face. Clearly, he was at a loss of not only words, but what to do. Without the structure of his already planned out day, he was simply lost! What would he do with himself if there weren't any screens to monitor for rule breaking bots? How about the info pads that were always left horribly out of order in the cruddy library? Worst of all, what about all the paperwork about menial things that only he could fill out? They would just be left undone; that's what would happen!

"That's unacceptable!" Ultra Magnus nearly shouted in his horror. "Ratchet, you simply cannot tell me that I can do no work at all!"

"I believe I have," Ratchet responded as he worked to clean up his tools. "Hmm mm. How about you take a few days leave?"

"Huh?" Ultra Magnus questioned.

"You know, some vacation?" Ratchet tried to conceal a laugh. "Take some time off."

"I ... I can't." Ultra Magnus mumbled as if Ratchet had asked him to spill energon all over his desk and not clean it up.

"There has been no Decepticon activity," Ratchet continued on. "Things have been slow here. Well, aside from your little accident that is. Why don't you take a break from it all and head down to the planet we are circling with the others?"

"Sounds like I have no choice," Ultra Magnus said with the universe's grumpiest face.

"Right now, you still have a choice; however, I can take that away from you," Ratchet said as he glanced over his shoulder.

"Go voluntarily, or I'll be forced to?"

"You got it," Ratchet said and walked over and clasped the other against the back. "Just take some time and relax."

Ultra Magnus had no choice but to comply. He knew it was no good to argue with the medic, so he just nodded his head yes as he stood up to leave. He said his farewells and with a dread-filled spark, thought about how to possibly try and relax.

This notion of relaxing was proving much harder than he initially thought as his mind wondering to the morning and how the explosion caused him to miss half a day's worth of work and have to spend it in med bay instead. His stomach churned as the frustration named Wheeljack sprung to his mind.

... ... ... ...

"I have some concerns with what is going on in here," Ultra Magnus said with concern as Wheeljack hustled around his small laboratory. The large bot idly looked around the room, pings of concern overloading his system. "Just what are you doing in here?"

"HA!" Wheeljack exclaimed as he stood up with a container of green fluid in his hands. "That's where you went." The scientist barely acknowledged the other's presence as he unscrewed the cap and began pouring it's content's into several small beakers that lined a cluttered table.

"Wheeljack-"

"I am conducting some experiments to better our technology," Wheeljack answered while never taking his eyes off of what he was doing. "I am extremely close to resolving this conclusion. Soon, what Perceptor and I have been working on will be announced. So don't worry."

"That is exactly my concern," Ultra Magnus said sternly. "I received several complaints of explosions and, well, frankly, this sounds like some reckless behavior."

"There hasn't been any explosions in several weeks," Wheeljack said. "Loud noises? Probably. But not any louder than Swerve's bar."

Ultra Magnus let out a grumble; Swerve's bar was another issue. "Do you have any standard procedures with your work in the lab? Any safety precautions?"

"Any what-"

A loud crash boomed, and the room filled up with gasses and smoke. Both mech's coughed profusely, but it was Ultra Magnus who received the brunt of it. As the fumes invaded his system, the room began to spin, and his vision grew blurry. He faintly remembered the sensation of falling before he blacked out and fell onto the floor.

... ... ... ...

Luckily for Ultra Magnus, the gas didn't harm him, just took on some damage as he fell. This was a prime example as to why there needs to be standard operating procedures written for any laboratory present on this ship. Mech's safety undoubtedly relied on it! But no, he was ordered to take a relaxing trip to some stupid planet that was probably dirty and do things like sitting around in the water or drinking at a bar, or, Primus forbids- read a story-pod instead of a data-pod. Expelling a groan, Ultra Magnus walked briskly to his quarters. Perhaps he can sneak out some paperwork to take with him.

"Hey Magnus!"

A voice called from behind him, and the large, blue bot cringed- he hated it when his name was shortened. However, when the owner of that voice was Rodimus, the captain of this ship, Ultra Magnus had no choice but to take it. He stopped and looked over his shoulder.

"I heard the news," Rodimus grinned. "You? Going on vacation? Wow, what's the universe come to?"

"It's not by choice, I can assure you," Ultra Magnus grumbled and shrugged his shoulders. "Medic's orders."

"Yeah, well, you still are taking some down time," The red and yellow mech gave a cheeky grin. "Whatchya got planned?"

'Nothing."

"Well, I can change that," Rodimus replied. "I hear they have this really nice night bar-"

"No."

"How about a dance club?" Rodimus asked.

"No."

"Beach Party?"

"No."

"Okay, how about spending some down time at this lovely-very relaxing spa?" Rodimus threw out. "I heard it's very quiet... And dull. You should like it!"

Ultra Magnus cocked his head to the side as he thought of that option. It wouldn't be loud. There wouldn't be overcharged mech's stumbling all over the place. Best of all, it wouldn't get sand in all his gears. "Okay. I'll do that then."

"Great!" Rodimus beamed. "That's where we'll go then."

"We?" Ultra Magnus questioned.

"Yup. I'm going too," Rodimus replied. "Someone has to make sure you have a good time." The red and yellow mech gave a broad grin. "Won't this be fun?"

Letting out a sigh, Ultra Magnus had to show some restraint and couldn't throw himself to the ground to give the best tantrum ever. Great. There goes his plan to sit back, kick up his pedes and take some time to do some work. He asked to himself why Rodimus just loved to ruin his plans. After expelling a long breath, Ultra Magnus responded the only way he could. "Yes. This will be fun indeed."

... ... ... ...

The flight down to the planet was short, however, to Ultra Magnus if seemed to take forever. When he had loaded his few belongings onto the shuttle and belting himself in for safety, his stomach began to rumble. He had received some medical rations while in med bay, but it felt as if he hadn't eaten all day. By the time the shuttle came to a halt on the ground, Ultra Magnus's belly was rumbling so loud that it was a wonder the rest of the crew didn't hear it. Primus, he was just so hungry and he had no clue why.

"Come on," Rodimus said as he hastily got up and headed for the door. "Let's go to the hotel and then get this party started."

Ultra Magnus just sighed as he stood up, grabbed his one small bag and followed the captain off the shuttle. The pair wandered the main street until they came upon Rodimus's chosen location. Naturally, it was loud, full of bright lights and just plain gaudy. How was this going to be a relaxing vacation when the spot was so upbeat?

The blue bot just shook his head and followed the other inside and made their way to their room. Once the door swished open, Rodimus carelessly tossed his belongings on the floor and eagerly waited for Magnus to do the same.

"So, do you want to go get a drink?" Rodimus asked.

"Not really," Ultra Magnus answered as he carefully placed his belongings in a cubby.

"Well, what do you feel like doing?" The red and yellow mech said with a pout.

"I want to get something to eat," Ultra Magnus replied. "I am starving."

"Yeah, I know," Rodimus said with a chuckle. "I heard you the entire trip! Let's check out their dining hall then, shall we?"

"For once, I completely agree with you," Ultra Magnus said and followed Rodimus out of their shared room and down the hallways, hoping that the hotel restaurant served big portions.

* * *

The restaurant was simply lovely. Luckily for Ultra Magnus, not too many party-goers were hungry in the early afternoon, and the place was pretty much empty. The pair of bots was seated in a booth in the back by the waitress. The atmosphere was peaceful, sublime, and best of all, all you can eat.

Not even in his seat for a minute, Ultra Magnus stood back up and went to the table. Rodimus trailed behind him babbling about some nonsense, but Magnus did not care. All he wanted to do was to eat a hearty meal to relax his grumbling belly. He felt as if he hadn't eaten in weeks! He blamed the hunger on the added stress of being forced to take a break.

Seeing all the food stacked down the one table was divine. The blue bot grabbed a plate and took a heaping portion of some hot energon dish. He wasn't sure exactly what it was, but the steaming food looked delicious. He piled food onto his plate then returned to the table, with Rodimus close behind.

"Sure piled up, huh?" Rodimus teased.

"What? I'm hungry." Ultra Magnus retorted as he eyed his plate and almost forgot to put his napkin on his lap. Just because he was hungry doesn't mean he can forget his table manners. Once completed, he picked up his fork, plummeted into the heaping warm energon and fed it to himself. "Hmmmmmmm." The food tasted so much better than it looked! In fact, the food never tasted better. Perhaps he was just missing out with what little selection was on board the Lost Light, which was a shame because the tasty meal was the best. Without hesitation, a second forkful was shoved in his mouth.

Out of the corner of his optic, Magnus could tell Rodimus was trying not to stare at him. He didn't see what the big deal was, it wasn't like they never ate together before. The blue bot just shrugged and took another heaping mouthful. This food was just to die for! Bite after bite, his taste nodes felt electric as the scrumptious food was eaten. Soon enough, the plate was emptied.

Glancing at the red mech, Ultra Magnus saw that he wasn't even close to being finished. Taking the napkin from his lap, Magnus wiped his mouth and scooted out of the booth. He wasn't passing on seconds when the food tasted this good. "Excuse me."

He came back with another plateful of food. Once he sat down, he eagerly dug in. The pile of green stuff didn't look too good, but tasted nice and sweet. He gulped it down and tried some of the orange stuff on his plate. Not too bad. He continued on tasting all on his plate until once again, the plate was cleared. Ultra Magnus stretched, lifting his arms above his head, leaned back when a burp suddenly escaped. Quickly, hands covered his mouth as his cheeks grew red. "Excuse me."

Rodimus was laughing; as in nearly shooting out his drink through his nose. The laughter soon turned to deep coughs and gasps for air. Once that subsided, Rodimus looked to his companion with a cheesy grin. "Well, would you look at those table manners!"

"I... I said excuse me!" Ultra Magnus tried to sound dignified, but knew he failed. While fumbling for something to say, it was his stomach who broke the silence with another loud rumble. As if trying to calm the beast, the blue mech clasped a hand on his belly.

"Excuse you," Rodimus said wearing what appeared to be a playful sneer. "Still hungry?" Ultra Magnus nodded yes. "Two servings didn't do the job?" Rodimus stated and pushed himself out of the booth's seat. "I'll be back, stay right here, okay?"

The bigger bot just nodded as he watched the captain head over to the food tables. He wondered why. Rodimus didn't even finish his plate of food; which looked extremely tempting. He almost wanted to sneak a few forkfuls while the other was away. Another rumble erupted from his midsection and Ultra Magnus sighed in irritation. Where did Rodimus go? He wanted to help himself to more food.

After what seemed to be an eternity, the red mech returned with his hands full. Two plates with food piled sky high where placed on the table, then slid toward the hungry mech. "Eat up," Rodimus said as he eyed the mech across the table from him.

That made Ultra Magnus a little uncomfortable. That look in his captain's optics gave him the creeps. Why? Why was he being stared at in that way? He had caught glimpses of Rodimus looking at him like this before, but whenever he did a double take, the other mech was looking away. This look made him feel like eye candy, but soon the smell of the food hit him, and well, he was hungry. Ignoring Rodimus' staring, he licked his lips and dug in.

A whole array of flavors hit his taste buds as he devoured the first plate's contents. The food was warm, full of assorted textures, and reminded him of wholesome, home cooked energon meals his creators used to cook. Ultra Magnus closed his eyes and reflected in not only the happy memories, but the delicious taste of the meal. Upon opening his optics, he was startled to catch Rodimus eyeing him rather lewdly. Once discovered, the red sports car just idly shrugged his shoulders and flicked his brow.

Giving a questioning look, Ultra Magnus just shrugged it off and pushed the empty plate out of the way for a full one. He continued piling food into his mouth, losing himself once again in the fond memories. Each bite just got better and better! Before he knew it, the second plate was empty. Looking up to pardon himself to leave, Ultra Magnus discovered Rodimus wasn't there. Where did he run off to? He was hungry!

Once again, Rodimus returned with more food. He set it down in front of the blue bot, and didn't go back to his seat at the booth. Instead, Rodimus went to Ultra Magnus's booth and sat down. At least, he tried to. He pushed a hand against the other bot's side and spoke. "Think you can share the bench with me?"

Ultra Magnus grunted in response and scooted over the best he could. He didn't realize how much he ate until he felt how heavy he was until he tried to inch himself over. Looking down, all that delicious food he had eaten caused his belly to bloat out a bit. With reddening cheeks, he made room for his pal and attempted to hide his belly. He couldn't believe he ate that much, but once again, his stomach gave a loud grumble. Apparently, his appetite hadn't been satisfied yet.

"Hmmmm," Rodimus pouted. "Don't tell me you are full already?"

"N-No," Ultra Magnus confessed, but still hesitated with eating.

"Do you not like the selection I chose?" Rodimus questioned and rested his elbows on the table. "I picked stuff you enjoyed before, and some of my own choosing." The sports car dipped a finger in the fluffy white energon and stuck it to his lips only to lick it off. "Tastes good to me." The grumble of a belly rang out, and Rodimus smirked. "I don't think you are quite full yet." He snaked an arm under Ultra Magnus's arms and gave the little belly a rub.

The touch caught Magnus off guard, and he pushed the invading hand off his still hungry tummy. "Stop it," he muttered and tried to cover his body up. Why would Rodimus want to touch his chubby belly was beyond his comprehension. He felt so bloated and heavy. It was embarrassing that he pigged out that badly, and worst of all Rodimus watched him do it.

"Want some help?" Rodimus fake asked for he didn't even wait for an answer, just grabbed a spoon, scooped up a chunk of food, and held it to the other's lips. "Open wide!" Rodimus pushed the spoon forward, but it landed on closed lips. "Awww... Come on," The red mech pleaded.

"Let me out," Ultra Magnus firmly demanded.

"You always ruin all the fun," Rodimus pouted.

Did he just hear right? He turned a puzzled glare at the smaller bot. "Excuse me?"

"What?" Rodimus responded.

"What did you just say?"

"That, like always, you always ruin the fun," Rodimus repeated and folded his arms across his chest.

"How so?" Ultra Magnus questioned. "Because I don't want to eat, and get disgustingly huge and repulse you?"

"Who says I'm repulsed?" Rodimus stated with a lewd grin and Magnus wore a bewildered look on his face.

"You want me to keep this up?" The blue bot questioned. Rodimus bit his lower lip as he nodded yes.

"I want to see you gobble up whatever I give to you to satisfy your humongous appetite." The sports car responded and reached out and gave the chubby belly a pinch.

"Why? Most mechs would be repulsed by this," Ultra Magnus replied as his hands grabbed his flabby stomach and jiggled it.

"I'm not most mech's," Rodimus huskily said and rubbed his hands over the belly. "Plus, I like my mech's big."

* * *

a/n- did put two chapters together here.


	2. Chapter 2

Ultra Magnus opened his mouth and allowed the red and yellow mech to feed him more of his meal. Rodimus sat smack next to him, his body heat warming the larger bot's side. As soon as his mouthful was swallowed, Magnus opened his mouth, and the other happily stuffed in more food. All the while, Rodimus was rubbing his free hand over the swollen belly in slow, caressing movements.

He was trying hard to keep his cooling fans turned off, but the attention he received from his captain made it hard. Ultra Magnus was not used to this, and the intimate caresses from another bot was new to him. Not many mechs's took interest in him; hell, he was simply too busy for that kind of shananagin's. But now that he was getting it, he realized what he was missing, feeling another rub his hands over your body felt nice. That is if Rodimus was truly interested in him and not his belly.

"Just a little more, my big bot," Rodimus cooed seductively as he fed the blue bot. "You're doing so good. You always please me, always listen to my orders, huh?"

Ultra Magnus hummed in response as he chewed his food. The food seemed to get tastier with each bite, and he eagerly accepted the spoonfuls until the plates were empty once again.

"Ya full yet?" Rodimus asked as he set down the fork and threw his arms around the larger mech. "Your big ole' belly full?" His hands roamed over his enlarged belly, scooping the belly up and gave it a slight jiggle.

How should he answer this? Truth be told; He was still hungry, however, reading his clock stated they been here quite a while. Primus, he could spend all day here! He let out a sigh. "I'm good."

"Tsk Tsk," Rodimus clucked as he stood up. "Don't tell me you didn't save room for dessert!"

"Rod-" Ultra Magnus blurted, but realized the other mech didn't even listen to him; he was making his way to the dessert table. He couldn't complain; the treats looked delicious. He simply sat and waited for the other bot to return, idly rubbing a hand over his enlarged midsection.

Upon returning, Rodimus placed the plate full of cakes and tarts down on the table and took his seat once again. "I know you'll just love this," Rodimus stated and grabbed a fork. "Which one would you like to try first?"

"Rodimus," Ultra Magnus whined.

"Com eon," Rodimus demanded. "Which looks the tastiest to you?"

Ultra Magnus just scowled in response.

"Don't tell me you don't want any of this," the sports car pouted.

"It's not that," Ultra Magnus replied. " I, ah, just can't decide!"

Rodimus broke out in laughter. "Oh, my fat piggy can't make up his mind, huh?" He gave the blue mech's belly a pat. "Then I shall decide then. I won't let you go without such tasty treats. Not when you been so good for me."

Ultra Magnus responded the only way he knew how; licking his lips and opening wide when Rodimus made his selection. The first to be tasted was the creamy energon cake with frosting and sprinkles. The blue mech was not disappointed. The cake was simply divine! The red tart was up next, which tasted so good he barely chewed it before swallowing. He opened his mouth and let out a grunt when Rodimus did not have readier.

"Hmmm," Rodimus frowned. "Am I not going fast enough for you?" Jokingly, Ultra Magnus shook his head no. "Well, I can put a fix to that." The red and yellow mech grabbed the large slice of cake with his hands and shoved it in the waiting mouth.

If his mouth weren't full, Magnus would have complained. What lack of manners! It was not proper etiquette to shove that large of a bite in one's mouth. Plus, the action caused icing to drip down his belly. Rodimus was making a mess! And he would have complained when he swallowed if it weren't for another huge bite being forced in his mouth.

Rodimus smirked. "What's the matter?"

The blue bot gestured to the mess on his belly and frowned the best he could with a mouth full of delicious cake.

"Oh my, look at the mess you made," Rodimus teased as Magnus scowled. "Well, I better clean my piggy up then huh? Would you like that?" The blue mech nodded yes, and the sports car scooted back, leant over, and licked at the icing on the pudgy belly.

Caught by surprise, Ultra Magnus' cheeks grew red. He watched with wide eyes as the other mech slowly ran his tongue up the plating and cleaned the icing up. This was inappropriate behavior for dining in a restaurant! He should slap him away, but instead is fingers traced down the helm and cupped the side of his captain's face.

Rodimus purred and slinked himself upwards to steal a kiss. "There. All better?"

The blue mech shyly nodded and blushed even harder when his cooling fans stuttered. There was no way it wasn't heard. Upon seeing Rodimus' shit-eating grin, he bit his lip and muttered an apology.

"My sweets, you will be sorry if you don't finish your plate." Rodimus cooed and picked up a forkful of dessert again. "Once you finish, we can head out." He shoved the heaping load in the other's ready mouth. "Then the real fun begins!"

He felt heavy. He had shuffled out of the booth and pretty much waddled out of the restaurant with Rodimus clinging to his arm. They arrived at the desk and to his surprise; he didn't have to pay; Rodimus got the bill this time instead of stiffing him with it. Soon, his companion returned to his arm and led him outside.

"Good thing it was an all you can eat buffet, or you would have eaten up the rest of my spending cash!" Rodimus teased.

"No, you would have just made me pay," Ultra Magnus returned. He took a deep, refreshing breath and exhaled. "So, where are we off to now?"

"It's a surprise," Rodimus said. "This way."

The pair walked for a bit down the streets of this world. Younger mechs and creatures ran about, enjoying their time on a nice afternoon day. There was a brisk chill in the air, but it felt refreshing against his now warm plating. For once, he started to feel relaxed, and almost glad he was ordered to take a vacation. And then he felt his aft get slapped.

"Hey!" Ultra Magnus shouted. "What was that for!"

"I couldn't resist." Rodimus answered and grabbed the aft. "It's so chubby."

Ultra Magnus swept his arm back, shooing the exploring hands away. Primus, he plumped up a lot more than just his belly!

"Pooey," Rodimus pouted. "Well, we are here anyways." He turned to a large building on the right and held the door open for the larger mech.

"What is this place?" Ultra Magnus questioned as he looked around the room. It resembled some exotic place with decor everywhere, some intense burning incense and colorful atmosphere.

"Spa House," Rodimus answered and went for the front desk.

"A what?" Ultra Magnus questioned.

"A place where you can get in a spa full of hot oils. It's very relaxing, trust me." Rodimus chatted with the receptionist, handed her some credits, and he received a key in return.

"So, it's a place where people take an oil bath?" Ultra Magnus questioned as he followed his captain through a door.

"Yeah. A bunch of mech's do it."

Ultra Magnus looked both confused and repulsed. "So we are paying to take baths with other mechs?" Rodimus shot him a look. "Baths are, well, for me, a private affair." Rodimus gave him the look even worse. "What?"

"Really Magnus?" Rodimus said and laughed. "I don't want to bath with strange mechs." He led the blue bot toward a hut looking structure and keyed open the door. "I just want to bath with you."

Inside was their private room and their own private bath. Rodimus instantly turned on the tub's jets and walked to the energon dispenser and poured to glasses. Ultra Magnus simply enjoyed the privacy of the room, but felt kind of strange; he didn't know what was expected of him.

"Get in, big bot," Rodimus said over his shoulder. "It will feel so good. Will relax you for sure, I hope."

"It will. It's been such a long time since I had a hot oil bath." Ultra Magnus replied and walked to the tub. He stuck his hand in to test the temperature: just right. "It's been a few, ah, probably a few thousand vorns." Without further delay, he swung a leg in and was rewarded with the warms of the oil. Swinging the other leg, he slowly sat down and submerged himself. However, upon seeing the oil over flow and hear it splash on the floor was an embarrassment.

Rodimus, who was taking the time mixing some drinks, turned around, saw what happened and nearly doubled over laughing while Ultra Magnus's cheeks grew bright red. "Look at the mess you made," Rodimus teased. "With that chubby belly and fat aft of yours you displaced all that oil."

"Sorry!" Ultra Magnus blurted. "I, ah-"

"Sorry? For what?" Rodimus questioned and set the glasses next to the hot oil tub, sat down on the edge and swung his feet in. "I got you right where I want ya." The sports car draped himself over the bigger bot's body and pressed hi slips to the other's. To his delight, Magnus kissed back.


	3. Chapter 3

What were the chances of this happening: sitting in a hot oil tub, with your captain draped over your body, with his lips pressed against your own? Ultra Magnus wondered as he enjoyed feeling the younger bot's body pressed to his own. It shocked him to enjoy the kiss. Prior, he didn't see the point of it. Then again, prior, no one even made the slightest hint of being interested in performing such activities with him. And now, here he was, enjoying the way Rodimus's lips slid against his.

Rodimus moaned and swept his tongue across the other's lips, causing the blue bot to jump back. Peering through half slip optics, Rodimus pouted. "Don't like?"

"I... Ah," Ultra Magnus stammered. "I don't... Know."

"Never tried it?" Rodimus asked, and the other bot shook his head no.

"I don't see the point in it," Ultra Magnus confessed.

"You don't see the point in a lot of things," Rodimus teased. "Try something new for once."

"Aren't I already?" Ultra Magnus responded, and earned himself a laugh. Upon the blue mech opening his mouth to sneak in a snark comment, Rodimus's tongue was shoved in his mouth. With the sports car's hands around his face, he couldn't back away. Instead, he felt the other's tongue roam inside his mouth. Venting a sigh, Ultra Magnus just went with it and rubbed his tongue against the intruder.

Rodimus's vents clicked on. "Not so bad, is it?" He asked, not giving a chance for a reply as he plunged his tongue back in. This time, Ultra Magnus fervently played back, sucking on the other's tongue, making it retreat back, and dove his tongue within his captain's mouth.

While they passionately kiss, Rodimus let his hands wander over the bigger bot's body. Fingers danced along wires and seams, leaving no surface in its path untouched. His hands tickled over Ultra Magnus's chest and slid down to knead the pudgy belly. With a startle, Ultra Magnus gasped upon the red and yellow mech grinding his hips into his belly. Pulling his head back and breaking the kiss, Ultra Magnus panted as he quickly submerged his hands to pry off Rodimus's humping hips.

The red and yellow mech smiled sheepishly and bit his lip. He sat down on the bigger mech's lap and dunked his hands underneath the oil. He racked his fingers down the belly as he mouthed gently at the other's neck.

Ultra Magnus closed his optics. The sensations Rodimus brought to him was simply amazing. He never knew this could feel this good. Then again, he never took the time to enjoy it. Instead, he always focused on his work and wrote up reports. Mind you, he would never state this out loud, but feeling another mech's body pressed against his, fondling his transformation seams and nipping on wires felt a whole much better. Whatever Rodimus was doing to his body felt good. So good, that before he knew it, his spike cover slipped aside, and his spike began to pressurize.

His eyes bolted open, and his jaw dropped in horror. How could he loose control over his body like that? What if Rodimus was offended by this action? HE could, after all, just want to fondle and touch, and letting his spike out could have gone too far. Thankfully, being submerged in a bath of hot oil hid his growing erection.

But the panic did not cease when Rodimus's wondering hands made their way south. Full of embarrassment, Ultra Magnus grabbed at his captain's hands and held them firmly.

"Hmmm," Rodimus cooed. "You want to be in charge?"

Shocked by that statement, and a bit uncomfortable at the notion for he didn't really know what to do, Ultra Magnus shook his head. "No, I... Ah."

Rodimus pulled at his wrists, but the blue mech wouldn't let go. His cheeks grew to a deep shade of crimson. "Let go," Rodimus commanded. "Are you not enjoying this?"

The truth was he was enjoying this, however, probably a bit too much. He did not want to ruin the moment.

"Are you having fun?" Rodimus said with concern. "You are running hot. You're moaning at my actions. What are you so embarrassed about?"

"Um... Erg," Ultra Magnus muttered but couldn't form words.

"Then let my hands go," Rodimus demanded once again. "Give in to me Magnus. Let me show you pleasure. Let me show you a good time." Ultra Magnus just sat there with a blank stare. "Do you want me to stop?" The blue mech shook his head no. "Then let me go. I'll make you feel real good."

With a sigh, Ultra Magnus released his grip on the other's wrist and closed his optics as the other mech's hands sunk further down. The moment he'd been dreading arrived. He felt Rodimus's hands graze across his now fully pressurized spike.

"What's this?" Rodimus teased as he ran his fingertips over the spike.

"S-Sorry!" Ultra Magnus spurted as he tried to pull himself away. Rodimus just laughed.

"Well well, what have we got here?" Rodimus spoke as he continued to touch the spike. "I knew you were enjoying it." He palmed the large spike and slowly pumped his hand from the base to the tip. "Is this what you were shy about?" Ultra Magnus shook his head yes. "Hmmmm. There's nothing to be shy about Magnus. You have such a big, thick spike." He smiled lewdly, then placed a kiss on a reddened cheek. "No, nothing to be shy about at all."

Ultra Magnus couldn't help but to let a moan out as his most sensitive spot was caressed. It felt so different having someone else touch his spike; not that he touched his spike much, but there were rare occasions in which self-servicing himself was needed. Rodimus's touches felt as if they shot electric current through his body, and he felt it all the way up to his spark.

"Magnus."

The blue bot shot open his optics and saw his captain biting his lip while staring at him.

"Touch me," Rodimus demanded. Ultra Magnus froze. "I won't bite. Well, unless you want me to." Ultra Magnus's eyes grew wide. "Ok ok, I won't bite, party pooper. But I would like to feel you hands rub over me."

With the slightest nod yes, Ultra Magnus bashfully placed his hands upon the other's thighs. His fingers gently messaged them, and Rodimus gleefully moaned. However, Ultra Magnus didn't know what would be appropriate to touch, and he was fearful to displease the other mech.

"Stop being so shy," Rodimus chuckled and grabbed the bigger mech's hands and guided them to his waist. "Where ever you wish to explore is fair game." With that said, Rodimus returned his hands to the large spike; one hand fondled the tip while the other traced down the shaft.

Blue hands traced the contour of the slim mech, fingers dipping into seems and touching sensitive wires where they could. He traced his palms over the broad, yellow chest and smiled upon hearing Rodimus's cooling fans click on and seeing the red and yellow mech half-lid his optics in pleasure.

"Feels...wonderful," Rodimus purred as he leaned into the touch. The hands circled around on his chest, tracing the sleek metal surface to where it joined his neck. Sensitive wires were rubbed, and Rodimus canted his head allowing the other more access all while lovingly looking into Magnus's optics and giving a hint of a smile. The hand then cupped the other's cheek and drawn the bot forward to meet up with his in a slow, passionate kiss.

Rodimus loved every second of it. His cooling fans clicked on; their steady hum broke the silence in the room. He scoot himself forward and pressed himself against the bigger mech's body and broke away from the kiss, only to trail some down the other's face and to his neck, where he nipped at the cables. Not only that, the sports car began to grind his crotch into Magnus's chubby belly.

Ultra Magnus sputtered when he thought he felt something slide against his belly. Upon opening his optics and seeing Rodimus with half-lidded optics and his mouth o'ed in a silent moan, he knew what he felt was right. His expression must have shown on his face for Rodimus shrugged, sat back in his lap, and let his hands disappear within the warm oil.

"Come now, you can't have all the fun," Rodimus chuckled as he palmed his spike to rub against the larger blue one. Grinding his hips again and clasping both his hands around the two spikes the best he could, he rubbed the spikes together. The feeling of the notches and groves of their plating rubbing against one another felt good. And it sure was reving Ultra Magnus up. His hips bucked along with the slow and steady rhythm Rodimus set up, and his mouth gaped open, cycling cool air in and huffing the hot air out.

"You like feeling my spike rub against yours?" Rodimus huskily asked.

"Y... Yes," Ultra Magnus weakly answered while he sank his hands down the red mech's sides, eventually coming to rest at his hips. Eager for more contact and a faster pace, Ultra Magnus guided those hips with his hands to rock faster. Rodimus smirked and bucked his hips a bit faster as his fingers traced along the spikes; he graced his spike gently along the top side while the bigger spike was tickled underneath.

All was going well until a loud growl broke up the action.

"S-sorry!" Ultra Magnus whined and placed a hand on his grumbling belly. "Excuse me..."

"Hmmm... Looks like someone is still hungry." Rodimus replied, let go of their spikes and stood to get up. It was a shock when a pair of hands grabbed hold of his hips and pulled him back down.

"No..." Ultra Magnes pleaded more than asked. "Never mind that..." His bit his lips as he cheeks flushed. "I'd rather continue on here... If that is alright."

"Wow!" Rodimus faked being shocked. "Did I just hear that right?" He planted a quick kiss onto Magnus's lips and did his best to ignore how the larger bot was trying to aggressively kiss him back. "Don't worry, we are not done." He stood up after he pried Magnus's grip off of his hips and climbed out of the tub.

"Rodimus..." Ultra Magnus whimpered, but the red and yellow mech did not even stop. Instead, he went to a cubby of the private room, opened up the door and retrieved something and was fiddling around with it, but the blue bot couldn't see.

"I thought you might get the munchies, so I made sure to call ahead to make sure they gave us some treats," Rodimus said as he revealed a bag of energon hard candy. "So, you got a favorite flavor?" Rodimus asked as he dumped the entire bag on the table. "We got mint, hmm, the red must be the spicy one, and the yellow I believe is tangy. That means the orange one must be a sweet one."

"I.. Ah, don't really care," Ultra Magnus replied. "You choose one."

"Good idea," Rodimus lewdly smiled as he chose one and began to unwrap it. "It will be much more fun to have you guess which it is." Once he finished unwrapping the treat; he quirked a brow at the blue bot, walked in front of the table, and instead of holding it out for Magnus to take, the red mech spread his legs, popped open his valve cover, and slipped the candy inside himself. "Come on you big hungry mech, eat up!"

A/n- yeah, gonna split the chapter up. Can't say how long the last chapter will be, but it will be worth it! Hope you all are liking it so far!


	4. Chapter 4

Ultra Magnus didn't know if he should be grossed out or turned on. Why would Rodimus shove candy up his valve? However, he answered himself: it was pretty damn hot. He stood up and climbed out of the hot oil bath and grimaced at how wet he was getting the floor. He was making a mess! He shook his helm and returned his focus on Rodimus, no matter how much the wet floor bothered him.

Walking over to the table, Ultra Magnus glanced at his captain. "This won't do," He muttered and the red mech showed a mad, then confused look. Ultra Magnus just chuckled as he grabbed the other mech under his armpits and lifted him up on the table. He got to his knees and his face was lined up better with the port. "Much better."

Rodimus laughed, spread his legs, and rotated his valve forward. Placing both hands on the bigger mech's helm, he guided the other to what he wanted. He gasped upon feeling the other's lips lightly brush against his port. When a tongue lightly traced around the rim, the red and yellow mech sighed.

Ultra Magnus just hoped he was doing a good job. He wasn't oblivious on what do, but he had to admit that he was really rusty. When he ran his tongue over the pot, he tasted the spiciness of the chosen candy buried inside. He licked his tongue over again, and then slipped it inside before pulling back. "I should have known you'd pick the spicy one."

"Hmmm?" Rodimus moaned as he half lidded his eyes. "Why so?"

"Just suits you."

"Ah. SO, I'm spicy?" Rodimus grinned and guided the mech's head back to his valve.

Ultra Magnus complied, sucking and licking at the spicy fluids. His cooling fans clicked on and he slipped a finger inside the valve in hopes of retieving the candy.

"AHh-AH!" Rodimus snapped and pulled the intruding finger out. "No cheating!" Ultra Magnus frowned and lent back on his pedes. "Oh my," Rodimus cooed and flicked his brow. "Looks like you need some attention, hmm?"

Ultra Magnus blushed. His spike throbbed with excitement and even dripped some fluid from the tip. Rodimus nudged him back and hopped off the table. He beckoned the blue mech to follow him. Ultra Magnus was led to a stoop that overlooked a scenic view.

"Lay down," Rodimus spoke. "I know it's not meant for someone your size, but just hang your legs off the side."

Ultra Magnus did as he was told, thankful the sitting area was at least padded. Rodimus crawled next to him and straddled himself over his face to the blue mech was once again looking at his dripping port. He felt the sports car's hands knead at his belly before giving a firm slap.

Ultra Magnus grimaced at the pain and was about to bark out his discomfort, but the red mech leant down and began licking at where he slapped. The rumble of the captian's engines vibrated against his chest and upon feeling his partner travel downward, Ultra Magnus didn't voice his complaint.

"This way, we both can feel good," Rodimus chirped before he took the tip of the spike within his mouth.

Ultra Magnus's eye lit up and he revved his engine. Primus, Rodimus' mouth on his cock felt so good. The way the other mech swirled his tongue around the tip while his fingers danced along the shaft felt so good. However, the hips above them wiggled and pressed down along with a needy whine coming from his partner. The blue mech sighed, gave into the demands, and resumed licking at the other's valve. This time, however, he was going to take his time with giving the other what he wanted.

He started with gently licking his way up the seam of his captain's inner thigh. He took his time and enjoyed the shiver his partner let out. When he eventually made it to the leg joint, he let his tongue drag along the exposed wires, even dared to nip gently.

"Ah... M-magnus..." Rodimus gasped under his breath in between licking at the ready spike.

Ultra Magnus didn't give in. He was going to make him suffer first. Rubbing his hands up the thighs, blue fingers rubbed in circles and slowly worked their way up. Upon reaching the hips, Magnus's hands guided those hips to roll over his face, guiding his tongue along the underside of the sport's car's hips, but never touching the valve.

Rodimus let out a whine and attempted to rock his valve to the bigger mech's mouth, but the hands gripping his aft held fast. "You're enjoying this, aren't you," Rodimus grumbled to himself. He gave up his resistance and focused on licking at the spike in front of him. After swirling his mouth around the tip, he opened his mouth wide and slipped the spike inside his mouth. It was a tight squeeze, but Rodimus managed as long as he took it slow. With what his mouth couldn't cover, Rodimus used his hands to caress and pump.

Blinking a few times, Ultra Magnus took deep breaths as he swore he saw stars. Feeling the warmness engulf his spike and Rodimus's engines that were now rumbling upon his body felt so good. He pulled the hips above him down closer and began to lick the edges of the opened panel a few times before mouthing along the outside of the valve's folds. His hands wound around the hips and began groping the aft as he ever so slowly began to lick closer to the valve. Rodimus was moaning and grinding his hips all the while in an attempt to get what he wanted.

"Magnus..." Rodimus pleaded. "You... Know what..AH... I want..."

"What?" Ultra Magnus answered as he grinned to himself. He knew what the other wanted. However, he wanted to make him work for it. Kinda like payback for all the times the younger mech pressed his buttons. "What could you possibly want?"

"Stop... Playing around," Rodimus huffed and ran his tongue up the other's spike.

"Do I ever play around?"

"Well, you must be starting today," Rodimus growled and tried to push his valve to the other's licking tongue.

"I can assure you, Rodimus, that I, of all mechs, am not playing around." Ultra Magnus ran his tongue closer to the valve but stopped just short of the outer node.

"Primus! Magnus!" Rodimus shouted. "I don't like to be teased like this!"

"Really? Your spike repressurized, I think that says otherwise," Ultra Magnus replied. "Don't be shy," Rodimus growled at his own words now being used against him. "Why don't you... Ah... Go back to what you were doing, Roddy."

With a defeated sigh, Rodimus placed the tip the blue cock back in his mouth. Ultra Magnus took a second to smile to himself. As much as he'd hate to admit it, it was kind of fun getting the other mech all worked up. But, in the end, he had his fun. Might as well give him what he wanted. Licking his lips, he pushed them to the needy valve and slowly traced them along the outer folds a few times. He was rewarded with a vibrating sensation on his spike as Rodimus moaned. Wishing more of it, Ultra Magnus pressed the other's hips firmly on his face and ran another slow lick along the rim. On the next pass, he ran the tongue gently over the valve. He felt Rodimus groan with his mouth full of his spike.

Still using slow licks, Ultra Magnus shifted the hips above him back and focused his attention on the front outer node. At first, he merely brushed his lips over the sensitive node. Then he gently sucked the nub between his lips. Finally, using his lips, he isolated the node from the valve folds and gave it a slow but firm lick. Upon hearing his partner's moans and fans clicking higher, the blue mech quickened the pace; his tongue pressed harder as it played with the node.

Not satisfied with the sports car's reaction, Ultra Magnus released one hand from the hips and slid it passed the aft until a digit gently swept across the valve. Upon tracing the outer rim, the finger tip was gently pressed in. Any doubts Magnus may have had about performing this action were eased upon Rodimus both releasing the cock from his mouth to cry out a loud moan and his hips pressing down upon the invading digit.

With his lips and tongue still busy, Ultra Magnus gently pressed his finger in deeper. He took his time, not wanting to rush. The valve, while slick with lubricant, was rather tight. Even though the actions of Rodimus' hips pushing down encouraging more, Ultra Magnus wanted to take his time stretching out the tight port. The finger was ever so slightly swirled around and then retreated out some. Rodimus whined, and Ultra Magnus did his best grumble while his mouth was still occupied with the outer node.

The finger pressed back inside, and much to Rodimus' joy, the finger pressed in deeper. The action of swirling and then retreating to only be pressed in further continued on until the entire length of the digit was consumed by the valve.

"Magnus..." Rodimus hissed as he began to rock his hips, but the finger only withdrew. "P..PLease..."

"Get up," Ultra Magnus said and slapped at the other's aft.

"But..." Rodimus whined. "I really want you inside me..."

"Rodimus," Ultra Magnus firmly said as he quickly lifted the other's backside up and over to the side. "I don't know if that was a demand or the world's worst crying." Rodimus pouted as he pushed himself off of the bigger mech and watched his partner sit up on the edge of the makeshift birth. "But... You can't just leave me like this..."

"Who says I was?" Ultra Magnus said as he gestured for the red and yellow mech to sit on his lap, who eagerly hopped on. "Well, if there's enough room for you..."

"Plenty," Rodimus cooed as he pressed himself against the squishy belly and snuck a kiss to the others lips. "Now, about what you where doing..."

"Still have no patience I see," Ultra Magnus teased while the other bot had grabbed his hand and lead it back to the valve.

"You have no idea how long I've waited," Rodimus said.

Ultra Magnus watched his partner's pleasured expression as he slipped a digit inside the wet valve again. He wasted no time in introducing a second digit, but took his time working it in. The digits would gently scissor at the tightly gripping port, swirl around, retreat some only to gently slide back in to repeat the process; all the while Rodimus moaned and grinded his hips. A third finger was dipped in and gently worked into the mix.

M-Magnus..." Rodimus moaned and pushed at the bigger bot. "Lay back..."

"Are you sure you're ready?"

"Lay back!" Rodimus demanded and gave a sturdy shove. The blue mech laid back but brought the other down with him.

"Go slow... " Ultra Magnus whispered between kisses. "Don't rush it... Don't want to hurt you..."

Rodimus gave a crooked grin and pushed himself up to straddle the bigger mech. He guided the spike's tip to his valve and gently pressed the tip in. Even with all the prepping, it was still a tight fit. When Rodimus attempted to sink himself down, a blue pair of hands caught him.

"Rodimus..."

"Ah- I like feeling the burn of my valve being stretched-"

"Please..." Ultra Magnus pleaded. "Just... Take it easy... For me?"

Rodimus bit his lip and blushed, but shook his head yes. With a more gently motion, he sank upon the spike, taking the time to glance at the larger mech. The other bot's eyes were half lidded as he licked at his lips. "Feel good?" Ultra Magnus nodded his helm and let his hands message at Rodimus's waist.

The tightness of the valve never released as it crept further down the spike. Truth be told, Ultra Magnus had to tell his lover to slow down or he would have lost himself in that warm, slick port too quickly. It also didn't seem to help that Rodimus seemed to know exactly what to do: rotating his hips and thrusting them forward- the sensation on his spike felt incredible. Rodimus took his time, giving both his valve and his partner time to adjust.

"Ya ready?" Rodimus huskily asked after a little. He didn't really give a choice for he lifted himself up in a slow but steady motion only to quickly slam himself down.

"P-Primus, Rodimus!" Ultra Magnus gasped.

"Feel's good, don't it?" the red and yellow mech lewdly replied with a grin. He continued to lift himself up and slide down while lubricant leaked from his valve. "You just let me take *ah* care of you..."

"I don't need to... Be taken care of," Ultra Magnus groaned out and pulled Rodimus down on him. If the smaller mech was ready to go, so was he. Placing one of his pedes on the edge of the berth and wrapping an arm around his smaller lover, Ultra Magnus quickly thrust himself deep within the port. Rodimus cried out, hands grasping madly as he reveled in the sensation.

"Ah... Th-that's it.." Rodimus gasped and pushed his hips down upon each thrust. "AH...I- " Nothing that came out of his mouth made any sense; it was just a bunch of moans and mutters.

"Heh...Don't tell... Don't tell me that *THIS* is all Ah..I need to do to get... You to shut up..." Ultra Magnus tried to tease. And Rodimus tried to glare, but both failed miserably.

Instead, the pair just continued their actions: hips thrusting up while the other set slammed down. Rodimus's valve began to quiver, and pushing himself down one last time, he cried out as he rocked his hips. With a final clasp, the red and yellow mech cried out his overload. Not forgetting about his partner, Rodimus rolled his hips, and with very little encouragement, Ultra Magnus groaned, gave a final thrust, and released himself as well.

Both mechs collapsed, panting wildly to catch their breath. Who would have guessed this night would have happened? Ultra Magnus never would have guessed, not in a million years that he would have fragged his captain. He was sure there was a rule against it, but seeing Rodimus lovingly look into his optics pushed the thought from his mind.

"Feeling relaxed?" Rodimus lazily asked as he traced patterns on the bigger mech's chest.

"Yes," Ultra Magnus replied. "Surprisingly so."

"Surprisingly? Really?" Rodimus questioned. "Come on, you know I can always make you feel better."

"Rodimus-"

"Anytime you feel the tiniest bit stressed, I can relief it for ya-" Rodimus pouted. "Hang on, getting a comm." He sat up. "Yeah? Just fine. What do you mean? Yeah yeah, he's fine. Oh... Oh really?" Rodimus raked his optics over Ultra Magnus' body. "So I see. How is Wheeljack? Really?" Rodimus laughed. "Ah... Well, Ok I guess... But it can wait right?" His mouth turned down in one of his world famous pouts. "Just the night! Come on...we are supposed to be having a night off! Just a few more hours then? One hour? OKAY! FINE, I hear ya loud and clear Ratchet, no need to shout. Ok. Alright! Fine! Bye."

"Everything ok? Ultra Magnus asked.

Rodimus grimaced. "We have to get back to the ship."

"Why? What's wrong?" Ultra Magnus spoke with worry.

"Eh.. Relax, we got some time," Rodimus gave a naughty grin. "Enough time for another round I'd say." Ultra Magnus shot him a glare. "OK, ok. Primus you sound as bad as Ratchet."

"What's going on? Is the ship under attack?" Ultra Magnus questioned as he lifted the smaller mech off his lap and stood up.

"No. Apparently, it wasn't just you who got the bad case of the munchies," Rodimus said, giving the other's round belly a slap. "That explosion in Wheeljack's lab, well, must have had something to do with your increased appetite." Rodimus couldn't help but to laugh.

"What happened? Wait, do I really want to know?" Ultra Magnus asked.

"Wheeljack went down to the mess hall for a snack, and polished off a good chunk of our rations," Rodimus barked between laughter.

"What? That's not funny!" Ultra Magnus complained. "We'll have to pick up some more." His stomach let out a growl.

"I don't think we'd make it back to the ship if I let you loose in the food market, Magnus." Rodimus joked as he gathered up the bag of candies and tossed them to the bigger mech. "Besides, someone else can go shopping. You have another date with Ratchet. Luckily, with Perceptor's help, they found an antidote or something." With a sly smirk on his face, Rodimus rubbed his hands over the other's chubby belly. "Although, I wouldn't object if you refused to take it."

"Rodimus," Ultra Magnus put up his hand to argue, but just shook his head. "Come on. We have to get going."

"I know, I know," Rodimus complained. "And I didn't even get to finish m night out with you."

"There was more?" Ultra Magnus questioned.

"Hells yeah! That was just the beginning!" Rodimus chirped. "But I guess you'll have to take a rain check for the rest."

Ultra Magnus let out a sigh as he held the door open for his captain. Just what did he get himself into?

... ...

Was a long time tgo finish this longer story- hope you all liked!


End file.
